MediaAlpha, Inc. — Director's Dealing 2020

Nov 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MediaAlpha, Inc. (MAX)
CIK: 0001818383
Period of Report: 2020-10-30

Reporting Person: Martinez Lance (GENERAL COUNSEL AND SECRETARY)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-30	CLASS B COMMON STOCK	S	26468	—	Disposed	150540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-30	CLASS B-1 UNITS OF QL HOLDINGS LLC	$	S	26468	Disposed		CLASS A COMMON STOCK (26468)	Direct
2020-10-30	RESTRICTED STOCK UNITS	$	A	122518	Acquired		CLASS A COMMON STOCK (122518)	Direct

Footnotes

F1: On October 27, 2020, MediaAlpha, Inc. (the "Issuer"), closed its initial public offering (the "IPO") of its shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"). A portion of the net proceeds to the Issuer from the sale of shares of Class A common stock in the IPO was used to purchase 26,468 Class B-1 units of QL Holdings LLC (the "Class B-1 Units" and "QLH", respectively) (together with an equivalent number of shares of Class B Common Stock, par value $0.01 per share (the "Class B Stock")) from the Reporting Person, at a price of $17.67 per Class B-1 Unit (and no additional consideration for the shares of Class B Stock).

F2: Pursuant to the Exchange Agreement, dated October 27, 2020, among the Issuer, QLH, Guilford Holdings, Inc. and the Class B-1 members of QLH, each Class B-1 Unit (together with one share of Class B Stock for every Class B-1 Unit) is exchangeable for one share of the Issuer's Class A Common Stock, par value $0.01 per share, subject to vesting conditions set forth in separate agreements. Pursuant to the executive's award agreements, 25% of the equity granted will vest on the first anniversary of the vesting commencement date set forth in the agreement, and the remaining 75% of the equity will vest ratably each month over the following 36 months.

F3: Represents grant of restricted stock units under the Issuer's Omnibus Incentive Plan granted in connection with the IPO, effective as of October 30, 2020.

F4: The restricted stock units will vest quarterly over the first three years following the date of grant, subject to continued employment with the Issuer through each vesting date.

F5: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.